Conditions to the Obligations of the Parties to Close. The obligation of the Purchaser and the Sellers to consummate, or cause to be consummated, the transactions contemplated hereby is subject to the satisfaction (or waiver in writing by the Purchaser and the Sellers) on or before the Closing Date of the following conditions:
Conditions to the Obligations of the Parties to Close. Section 4.1 Conditions to the Obligations of the Contributing Shareholders to Close. The obligations of each Contributing Shareholder to acquire the Units, to deliver the Conversion Shares to Parent in exchange for the Units at the Closing and to perform any obligations hereunder (other than the obligations of each GA Shareholder and CK Shareholder pursuant to Section 1.1) shall be subject to the satisfaction as determined by, or waived by, such Contributing Shareholder in its sole discretion, of the following conditions on or before the Closing Date:
Conditions to the Obligations of the Parties to Close. 6.1. Conditions to the Obligations of Buyer. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
(a) All of TXU’s representations and warranties in Section 3 of this Agreement that are not qualified by materiality must be true and correct in all material respects, and those that are qualified by materiality must be true and correct, in each case, at and as of Closing;
(b) TXU must have performed and complied with all of its covenants hereunder in all material respects through the Closing, including the delivery of all documents required under Section 2.7(a);
(c) TXU must have delivered a certificate to Buyer which certifies that conditions (a) and (b) have been satisfied;
(d) No action, suit or proceeding is pending before any court or quasi-judicial or administrative agency wherein TXU is a party, if an unfavorable injunction, judgment, order, decree or ruling would prevent the consummation of any of the transactions contemplated by this Agreement, or would cause such transactions to be rescinded following consummation, or would adversely affect the right of Buyer to own and to operate the Assets;
(e) The Buyer shall have received the written opinion of Hunton & Wxxxxxxx LLP substantially in the form of Exhibit D hereto;
(f) If applicable, the waiting period under the HSR Act applicable to the consummation of the transactions contemplated herein shall have expired or been terminated without any adverse condition attached thereto; and
(g) All consents, authorizations, orders and approvals, required pursuant to this Agreement and set forth on Schedule 6.1(g), including those of any Governmental Authority, shall have been obtained or made and shall be in full force and effect at the time of the Closing.
6.2. Conditions to the Obligations of TXU. The obligation of TXU to consummate the transactions to be performed by it in connection with the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived by TXU, in whole or in part):
(a) All of Buyer’s representations and warranties as set forth in Section 4 that are not qualified by materiality must be true and correct in all material respects, and those that are qualified by materiality must be true and correct, in each case, at and as of the Closing Date;
(b) Buyer must have performed ...
Conditions to the Obligations of the Parties to Close. The respective obligations of each party to proceed with and consummate the Residual Closing are subject to the prior or simultaneous fulfillment of the following conditions by the respective parties:
Conditions to the Obligations of the Parties to Close
